Common use of Board and Stockholder Approval Clause in Contracts

Board and Stockholder Approval. The board of directors of Parent, at a meeting duly called and held, and not subsequently rescinded or modified in any way, has duly adopted resolutions (i) approving this Agreement and determining that this Agreement and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of Parent and its shareholders as a whole and (ii) resolving to recommend that Parent’s shareholders vote in favor of the Resolutions at the Parent Shareholders Meeting. In considering the foregoing resolutions, the directors of Parent took into account their respective statutory and fiduciary obligations.